Contract
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| 0000 Xxxxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 |
The following terms and conditions dated as of May 22, 2013 supplement the Master Securities Loan Agreement between Xxxxxx Xxxxxxx & Co. LLC (“MSCO”) and MS Securities Services Inc. (“MSSSI”) (each, a “Borrower”; collectively, the “Borrowers”) and each of the funds listed on Schedule I thereto (each a “Fund; collectively the “Funds”) dated as of February 21, 2012 (the “Agreement”).
Borrowers hereby agree to pay each Fund the minimum fee as set forth in Exhibit A (the “Minimum Fee”) which shall be payable in monthly installments over the twelve (12) month period commencing as of June 1, 2013 (the “Lending Period”). The fee arrangement shall be subject to the following terms and conditions:
| (a) | Borrower’s portfolio evaluations are based upon the contents of each Fund’s portfolios as of the date indicated in Exhibit A (the “Portfolio Valuation Date”). Each Fund hereby agrees, as consideration for the Minimum Fee, to lend its equity and fixed income securities (collectively, “Borrowable Securities”) exclusively to Borrower subject to the maximum percentage of a Fund’s total assets that may be lent to Borrower as disclosed by such Fund. |
| During the term of this Agreement and subject to any restriction which may be imposed by a Fund on the availability of any security from time to time in accordance with the Agreement, each Fund will be committed to make the Borrowable Securities available for lending exclusively to Borrower pursuant to the terms of this Agreement, and will not, without Borrower’s consent, enter into any securities loan or repurchase transaction, or any synthetic securities loan transaction (including, but not limited to, any sale followed by or linked to a swap, purchase of certificates/notes, call option or yield enhancement trade) or any arrangements similar thereto with respect to Borrowable Securities with any party other than Borrower. |
| (b) | Unless otherwise agreed to in writing, the Minimum Fee will be made only with respect to Borrowable Securities that are not subject to restrictions or transferability in any way by a Fund. |
| (c) | If on a particular day that a Borrower seeks to enter into a Loan hereunder the net asset value of a Fund or the market value of Borrowable Securities issued within a particular jurisdiction held by a Fund decreases by more than 10% from the Portfolio Valuation Date, the parties may agree to reduce the Minimum Fee. |
| (d) | If on a particular day that MSCO seeks to enter into a Loan of certain non-US securities hereunder, the amount of the aggregate value of dividends paid in respect of such relevant country’s securities (the “Realized Dividend Value”) exceeds an amount equal to 120% of the expected aggregate value of any dividends paid in respect of such relevant country’s securities during the Term, as determined by Borrower (the “Total Expected Dividends”) or the Realized Dividend Value is less than 80% of the Total Expected Dividends value of such country, then the parties may agree to renegotiate the Fee to reflect such changes. Total Expected Dividends are set out in Exhibit B. |
| (e) | If on a particular day that a Borrower seeks to enter into a Loan hereunder the net asset value of a Fund or the market value of Borrowable Securities issued within a particular jurisdiction held by a Fund increases by more than 10% from the Portfolio Valuation Date, the parties may agree to increase the Minimum Fee on a pro rata basis provided Borrower is able to use the additional Borrowable Securities in such Fund. |
| (f) | If during the Lending Period (i) a Fund informs Borrower in writing that certain Borrowable Securities are unavailable for lending, (ii) any change occurs (whether retrospective or otherwise) which is verifiable by reference to any public statute, regulation or other public announcement on the part of any relevant governmental or fiscal agency or body; and relates to any existing tax rate or other relevant fiscal rates in relation to any dividends; (iii) Borrower or a Fund, acting reasonably, and after having taken appropriate legal advice, determines that any change in tax or fiscal laws or regulations or any political, operational, settlement or other risks, adversely affects the securities lending arrangement under this Paragraph (e) or (iv) a Fund recalls or sells Borrowable Securities that relates to a Loan over record date and it affects the expected securities lending revenue for such Loan, Borrower and such Fund will discuss the appropriateness of modifying the Minimum Fee paid to such Fund. |
| (g) | Borrower shall pay each Fund an agreed rate of manufactured dividends (“Dividend Requirement”) for dividends paid on Loaned Securities that were borrowed by MSCO over a dividend record date, as set out in Exhibit C, which rate shall be modified only by agreement between the parties. |
| (h) | Borrowers will provide to each Fund a monthly reporting of each Fund’s securities lending activity. |
| (i) | Each Fund shall pay Borrower a Cash Collateral Fee on Collateral consisting of cash. The Cash Collateral Fee shall be equal to the product of the applicable Federal Funds open rate and daily cash Collateral balance. The Cash Collateral Fee shall be computed in accordance with the Agreement. The Cash Collateral Fee shall be remitted to Borrower on a monthly basis. |
| (j) | Borrowers shall at all times have the right to request from any Fund an update of portfolio information, including information with respect to the size and value of any portfolio from which Borrowers may borrow, and such information shall not be unreasonably withheld. |
| (k) | The parties hereto shall have the right to terminate this fee arrangement upon thirty (30) days prior written notice (“Termination Date”) for any reason, provided that the parties shall have continuing obligations with respect to transactions entered into prior to any such termination. If Borrower has not returned a Loaned Security by the Termination Date, then (i) if the collateral is non-cash collateral, Borrower will pay Fund a fee from the date following the Termination Date until Borrower returns such Loaned Security to Fund (“Termination Fee”) or (ii) if the collateral is cash, Fund may retain the earnings from the reinvestment of the cash collateral that relates to such Loaned Security or (iii) Fund may exercise its remedy pursuant to Section 13 of the Agreement with respect to such Loaned Security. For the avoidance of doubt, the Termination Fee will be calculated as the product of (a) Federal Funds Open Rate, (b) the number of shares of the Loaned Security outstanding (c) the Market Value of the Loaned Security and (d) the number of days the Loaned Security is outstanding divided by 360. The parties understand and acknowledge that in the event of such termination, installment payments in respect to the Minimum Fee will cease as of the Termination Date. |
| (1) | Borrowers and the Funds will jointly review their performance under this Agreement on a quarterly basis. |
| (m) | Notwithstanding anything to the contrary in the Agreement, if Borrower or Fund, upon the advice of counsel, determines that any Loan under this Agreement becomes illegal or prohibited in accordance with any applicable law, such party may terminate such Loan and Agreement effective immediately by giving written notice of termination to the other party. The parties understand and acknowledge that in the event of such termination, installment payments in respect to the Minimum Fee will cease as of the date of termination. |
THIS SUPPLEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.
Except as otherwise set forth herein, the Agreement shall remain unchanged and in full force and effect. From and after the date hereof, any reference to the Agreement shall be a reference to the Agreement as amended hereby.
| XXXXXX XXXXXXX & CO. LLC |
EACH OF THE HUNTINGTON FUNDS LISTED ON SCHEDULE I OF THE MSLA | |||||||
| By: | /s/ Xxxxxxx Xxxxxxx | By: | /s/ R. Xxxxxxx Xxxxx | |||||
| Name: | Xxxxxxx Xxxxxxx | Name: | R. Xxxxxxx Xxxxx | |||||
| Title: | Managing Director | Title: | CEO | |||||
| MS SECURITIES SERVICES INC. | ||||||||
| By: | /s/ Xxxxxxx Xxxxxxx | |||||||
| Name: | Xxxxxxx Xxxxxxx | |||||||
| Title: | Executive Vice President | |||||||
2
Exhibit A
| Fund Name |
Total Asset Value as of 3/2/2013 |
Minimum Fee | ||||||
| Huntington Real Strategies Fund |
$ | 91,735,194 | $ | 591,173 | ||||
| Huntington Situs Fund |
$ | 230,443,191 | $ | 1,095,487 | ||||
| Huntington International Equity Fund |
$ | 268,807,560 | $ | 226,929 | ||||
| Huntington World Income Fund |
$ | 23,716,384 | $ | 90,872 | ||||
| Huntington Dividend Capture Fund |
$ | 194,686,129 | $ | 81,064 | ||||
| Huntington Mid Corp America Fund |
$ | 135,378,902 | $ | 171,356 | ||||
| Huntington VA Dividend Capture Fund |
$ | 40,128,067 | $ | 116,339 | ||||
| Huntington Global Select Markets Fund |
$ | 34,415,799 | $ | 30,997 | ||||
| Huntington VA Situs Fund |
$ | 46,272,468 | $ | 226,351 | ||||
| Huntington VA Real Strategies Fund |
$ | 3,264,265 | $ | 21,083 | ||||
| Huntington Income Equity Fund |
$ | 111,148,147 | $ | 96,551 | ||||
| Huntington VA International Equity Fund |
$ | 30,564,304 | $ | 12,243 | ||||
| Huntington Rotating Markets Fund |
$ | 37,760,174 | $ | 12,248 | ||||
| Huntington VA Mid Corp America Fund |
$ | 25,069,185 | $ | 19,834 | ||||
| Huntington VA Growth Fund |
$ | 16,259,892 | $ | 16,461 | ||||
| Huntington VA Income Equity Fund |
$ | 16,002,476 | $ | 20,784 | ||||
| Huntington Mortgage Securities Fund |
$ | 9,371,117 | $ | 3,507 | ||||
3
| Huntington VA Rotating Markets Fund |
$ | 4,610,547 | $ | 1,224 | ||||
| Huntington VA Mortgage Securities Fund |
$ | 2,239,114 | $ | 995 | ||||
| TOTALS |
$ | 1,321,872,915 | $ | 2,875,498 |
4
Huntington National Bank
Custody Service
Schedule of Fees
APPENDIX D
| Administrative Domestic Fee | ||
| Domestic Market Value Fee (1) |
2.60 Basis Points | |
| Huntington VA Balanced Fund Fee |
1.00 Basis Point | |
| Huntington Balanced Allocation Fund Fee |
1.00 Basis Point | |
| Huntington VA Conservative Allocation Fund Fee |
1.00 Basis Point | |
| Huntington Growth Allocation Fund Fee |
1.00 Basis Point | |
| Foreign Market Value Fee |
0.50 Basis Point | |
| (plus the fees described in the Global Securities Fee Schedule below) | ||
| Monthly Global Sub-Custodian Market Value Min. Fee per Account |
$250.00 | |
| Other Global Settlement Charges: | ||
| FRB |
$8.00/Transaction | |
| Mutual Fund Settlement (Domestic) |
$30.00/Transaction | |
| Short Term Instruments |
$8.00/Transaction | |
| Time Deposits |
$8.00/Transaction | |
| Derivatives (Xxxxxx, Futures, Forwards, Swaps) |
$25.00/Transaction | |
| Repurchase Agreements |
$8.00/Transaction | |
| Commercial Paper |
$8.00/Transaction | |
| Vault Transfer (Domestic) |
$4.00/Transaction | |
| Physical |
$15.00/Transaction | |
| Manual Trade Surcharge |
$25.00/Transaction | |
| Repaired Trade Surcharge |
$8.00/Transaction | |
| Cancels |
$8.00/Transaction | |
| Proxy Announcement – Non U.S. |
$10.00/Transaction | |
| Proxy Vote – Non U.S. |
$10.00/Transaction | |
| SWIFT Messaging |
$0.75/Message | |
| Wires and Payments Charges: | ||
| U.S. Wires |
$8.00/Transaction | |
| Book Transfers |
$4.00/Transaction | |
| Non – U.S. Wire |
$25.00/Transaction | |
| FX – 3rd Party |
$35.00/Transaction | |
| Cashier’s Check |
$20.00/Transaction | |
| Miscellaneous Other Charges: | ||
| Restricted Securities Processing |
$100 | |
| (1) The Domestic Market value fee does not apply to the following funds: Huntington VA Balanced Fund, Huntington Balanced Allocation Fund, Huntington VA Conservative Allocation Fund and Huntington Growth Allocation Fund. | ||
Huntington National Bank
GLOBAL SECURITIES FEE SCHEDULE
| ADMINISTRATION/ SAFEKEEPING FEE (IN BASIS POINTS) |
TRANSACTION FEE (US DOLLARS) |
|||||||
| Argentina |
20 | 60 | ||||||
| Australia |
3 | 15 | ||||||
| Austria |
6 | 45 | ||||||
| Bahrain |
60 | 180 | ||||||
| Xxxxxxxxxx |
00 | 000 | ||||||
| Xxxxxxx |
2.5 | 00 | ||||||
| Xxxxxxx |
00 | 000 | ||||||
| Xxxxxxxx |
00 | 00 | ||||||
| Xxxxxx |
10 | 25 | ||||||
| Bulgaria |
40 | 100 | ||||||
| Canada |
1 | 10 | ||||||
| Xxxxx |
00 | 00 | ||||||
| Xxxxx |
00 | 00 | ||||||
| Xxxxxxxx |
45 | 000 | ||||||
| Xxxxx Xxxx |
50 | 70 | ||||||
| Croatia |
00 | 00 | ||||||
| Xxxxxx |
00 | 000 | ||||||
| Xxxxx Xxxxxxxx |
00 | 00 | ||||||
| Xxxxxxx |
0 | 00 | ||||||
| Xxxxx |
25 | 60 | ||||||
| Estonia |
20 | 70 | ||||||
| Euroclear |
1.5 | 15 | ||||||
| Xxxxxxx |
0 | 00 | ||||||
| Xxxxxx |
0 | 00 | ||||||
| Xxxxxxx |
3 | 25 | ||||||
| Ghana |
40 | 80 | ||||||
| Greece |
18 | 80 | ||||||
| Hong Kong |
4 | 00 | ||||||
| Xxxxxxx |
00 | 00 | ||||||
| Xxxxxxx |
00 | 000 | ||||||
| Xxxxx |
15 | 50 | ||||||
| Indonesia |
10 | 30 | ||||||
| Ireland |
3 | 00 | ||||||
| Xxxxxx |
00 | 00 | ||||||
0
| Xxxxx |
0 | 00 | ||||||
| Xxxxx |
2 | 15 |
3
Huntington National Bank
GLOBAL SECURITIES FEE SCHEDULE
| ADMINISTRATION/ SAFEKEEPING FEE (IN BASIS POINTS) |
TRANSACTION FEE (US DOLLARS) |
|||||||
| Jordan |
45 | 135 | ||||||
| Xxxxxxxxxx |
00 | 000 | ||||||
| Xxxxx |
00 | 00 | ||||||
| Xxxxxx |
00 | 000 | ||||||
| Xxxxxxx |
00 | 000 | ||||||
| Xxxxxxxxx |
00 | 000 | ||||||
| Xxxxxxxxxx |
0 | 00 | ||||||
| Xxxxxxxx |
6 | 00 | ||||||
| Xxxxx |
00 | 000 | ||||||
| Xxxxxxxxx |
00 | 000 | ||||||
| Xxxxxx |
8 | 15 | ||||||
| Morocco |
50 | l I5 | ||||||
| Namibia |
35 | 70 | ||||||
| Netherlands |
3 | 20 | ||||||
| New Zealand |
2.5 | 25 | ||||||
| Nigeria |
40 | 00 | ||||||
| Xxxxxx |
0 | 00 | ||||||
| Xxxx |
00 | 000 | ||||||
| Xxxxxxxx |
30 | 125 | ||||||
| Palestine |
60 | 200 | ||||||
| Xxxx |
00 | 00 | ||||||
| Xxxxxxxxxxx |
00 | 00 | ||||||
| Xxxxxx |
10 | 30 | ||||||
| Portugal |
5 | 00 | ||||||
| Xxxxx |
00 | 000 | ||||||
| Xxxxxxx |
35 | 100 | ||||||
| Russia |
25 | 100 | ||||||
| Singapore |
6 | 50 | ||||||
| Xxxxxxxx |
00 | 000 | ||||||
| Xxxxxxxx |
50 | 000 | ||||||
| Xxxxx Xxxxxx |
4 | 25 | ||||||
| South Korea |
8 | 00 | ||||||
| Xxxxx |
0 | 00 | ||||||
| Xxx Xxxxx |
25 | 70 | ||||||
4
| Swaziland |
40 | 70 | ||||||
| Sweden |
3 | 25 |
5
Huntington National Bank
GLOBAL SECURITIES FEE SCHEDULE
| ADMINISTRATION/ SAFEKEEPlNG FEE (IN BASIS POINTS) |
TRANSACTION FEE (US DOLLARS) |
|||||||
| Xxxxxxxxxxx |
0 | 00 | ||||||
| Xxxxxx |
00 | 00 | ||||||
| Xxxxxxxx |
5 | 50 | ||||||
| Trinidad |
50 | 000 | ||||||
| Xxxxxx |
00 | 00 | ||||||
| Xxxxxxx |
00 | 000 | ||||||
| Xxxxxxx |
30 | 300 | ||||||
| XXX |
00 | 000 | ||||||
| Xxxxxx Xxxxxxx |
0 | 00 | ||||||
| Xxxxxxx |
00 | 00 | ||||||
| Xxxxxxxxx |
00 | 000 | ||||||
| Xxxxxxx |
00 | 000 | ||||||
| Xxxxxx |
40 | 70 | ||||||
| Zimbabwe |
40 | 65 | ||||||
6
Annual Securities Lending charges for collateral monitoring and recordkeeping services:
| Fund Name |
Annual Custody Charge | |||
| Global Select Markets Fund |
$ | 5,700 | ||
| International Equity Fund |
$ | 42,000 | ||
| Situs Fund |
$ | 204,000 | ||
| VA International Equity Fund |
$ | 2,300 | ||
| VA Situs Fund |
$ | 49,000 | ||
| World Income Fund |
$ | 16,900 | ||
| Dividend Capture Fund |
$ | 15,100 | ||
| Income Equity Fund |
$ | 18,000 | ||
| Mid Corp America Fund |
$ | 32,000 | ||
| Mortgage Securities Fund |
$ | 700 | ||
| Real Strategies Fund |
$ | 109,000 | ||
| Rotating Markets Fund |
$ | 2,200 | ||
| VA Dividend Capture Fund |
$ | 21,700 | ||
| VA Growth Fund |
$ | 2,900 | ||
| VA Income Equity Fund |
$ | 3,800 | ||
| VA Mid Corp America Fund |
$ | 3,700 | ||
| VA Mortgage Securities Fund |
$ | 3,900 | ||
| VA Real Strategies Fund |
$ | 3,900 | ||
| VA Rotating Markets Fund |
$ | 200 | ||
| TOTAL |
$ | 537,000 | ||
| THE HUNTINGTON FUNDS | THE HUNTINGTON NATIONAL BANK | |||||||
| By: |
/s/ R. Xxxxxxx Xxxxx | By: |
/s/ Xxxxx Xxxxxx | |||||
| Name: |
R. Xxxxxxx Xxxxx |
Name: |
Xxxxx Xxxxxx | |||||
| Title: |
CEO |
Title: |
Vice President | |||||
| Date: |
6/7/13 |
Date: |
6/10/2013 | |||||
7
May 22, 2013
Ladies and Gentlemen:
This letter is pursuant to the Master Securities Loan Agreement between Xxxxxx Xxxxxxx & Co. LLC (“MSCO”) and MS Securities Services Inc. (“MSSSI”) (together, “Xxxxxx Xxxxxxx”) and The Huntington Funds (the Funds) dated as of February 21, 2012, as amended (the “Agreement”).
In consideration for custody services covering monitoring and record-keeping relating to an exclusive securities borrowing arrangement with certain principals, Xxxxxx Xxxxxxx has agreed to pay The Huntington National Bank (“Huntington”) fees during the Lending Period. Huntington hereby accepts the payments outlined in the attached schedule (“Fee Schedule”).
Should you have any questions, please do not hesitate to contact Xxxxxxxxxx Xxxxxxx at (000)-000-0000.
Very truly yours,
| Xxxxxx Xxxxxxx & Co. LLC |
MS Securities Services Inc. | |||||||
| By: | /s/ Xxxxxxx Xxxxxxx | By: | /s/ Xxxxxxx Xxxxxxx | |||||
| Name: Xxxxxxx Xxxxxxx | Name: Xxxxxxx Xxxxxxx | |||||||
| Title: Managing Director | Title: Executive Vice President | |||||||
| Acknowledged and Accepted By:
The Huntington National Bank |
||||||||
| By: | /s/ Xxxxx Xxxxxx | |||||||
| Name: Xxxxx Xxxxxx | ||||||||
| Title: Vice President | ||||||||
Fee Schedule
The Huntington National Bank
on behalf of The Huntington Funds
(“Huntington”)
and
Xxxxxx Xxxxxxx & Co. LLC and MS Securities Services Inc.
(“Xxxxxx Xxxxxxx”)
I.) Fees
| 1.) | Fee per borrow and return |
| a.) | $22 per borrow and return, not to exceed an aggregate sum of $50,000 per annum |
II.) Payment
The above fees will be invoiced monthly. Payment is due within 10 days following calendar month-end.
III.) Term of fee schedule
This fee schedule is effective as of June 1, 2013.
